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Document Preview Agreement for Inventory Financing |
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Title: |
Agreement for Inventory Financing |
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Entities: |
Chase Manhattan Bank; Citibank, NA; Ingram Micro Inc.; Lexmark International, Inc.; Pc Connection Inc; PC Connection, Inc. |
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Date: |
2004 |
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Size: |
Preview shows 34KB of 181KB total |
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Price: |
$53 |
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ID: |
#1703187 |
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Start of Preview |
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PC Connection, Inc.
Merrimack Services Corporation
GovConnection, Inc.
MoreDirect, Inc.
AGREEMENT FOR INVENTORY FINANCING
Table of Contents
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Section 1. DEFINITIONS; ATTACHMENTS |
2 | |
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1.1. Special Definitions |
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1.2. Other Defined Terms |
8 | |
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1.3. Attachments |
8 | |
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Section 2. CREDIT LINE; FINANCE CHARGES; OTHER CHARGES |
9 | |
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2.1. Credit Line |
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2.2. Product Advances |
9 | |
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2.3. Finance and Other Charges |
10 | |
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2.4. Customer Account Statements |
10 | |
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2.5. Shortfall |
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2.6. Application of Payments |
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2.7. Prepayment and Reborrowing By Customer |
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Section 3. CREDIT LINE ADDITIONAL PROVISIONS |
11 | |
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3.1. Power of Attorney |
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Section 4. SECURITY ? COLLATERAL |
12 | |
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4.1. Grant |
12 | |
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4.2. Further Assurances |
12 | |
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Section 5. CONDITIONS PRECEDENT |
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5.1. Conditions Precedent to the Effectiveness of this Agreement |
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5.2. Conditions Precedent to Each Advance |
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Section 6. REPRESENTATIONS AND WARRANTIES |
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6.1. Organization and Qualifications |
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6.2. Rights in Collateral; Priority of Liens |
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6.3. No Conflicts |
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6.4. Enforceability |
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6.5. Locations of Offices, Records and Inventory |
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6.6. Fictitious Business Names |
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6.7. Organization |
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6.8. No Judgments or Litigation |
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6.9. No Defaults |
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6.10. Labor Matters |
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6.11. Compliance with Law |
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6.12. ERISA |
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6.13. Compliance with Environmental Laws |
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6.14. Licenses and Permits |
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6.15. Investment Company |
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6.16. Taxes and Tax Returns |
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6.17. Affiliate/Subsidiary Transactions |
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6.18. Accuracy and Completeness of Information |
17 | |
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6.19. Recording Taxes |
17 | |
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6.20. Indebtedness |
17 | |
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6.22. Security Interest |
17 | |
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Section 7. AFFIRMATIVE COVENANTS |
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7.1. Financial and Other Information |
17 | |
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7.2. Location of Collateral |
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7.3. Changes in Customer |
18 | |
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7.4. Legal Entity Existence |
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7.5. ERISA |
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7.6. Environmental Matters |
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7.7. Collateral Books and Records/Collateral Audit |
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7.8. Insurance; Casualty Loss |
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7.9. Taxes |
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7.10. Compliance With Laws |
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7.11. Fiscal Year |
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7.12. Maintenance of Property |
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7.13. Collateral |
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7.14. Subsidiaries |
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7.15. Financial Covenants; Additional Covenants |
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7.16. Joint and Several Guaranty |
21 | |
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Section 8. NEGATIVE COVENANTS |
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8.1. Liens |
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8.2. Disposition of Assets |
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8.3. Changes in Customer |
23 | |
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8.4. Guaranties |
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8.5. Restricted Payments |
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8.6. Affiliate/Subsidiary Transactions |
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8.7. ERISA |
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8.8. Additional Negative Pledges |
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8.9. Storage of Collateral with Bailees and Warehousemen |
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8.10. Indebtedness |
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8.11. Loans |
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Section 9. DEFAULT |
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9.1. Event of Default |
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9.2. Acceleration |
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9.3. Remedies |
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9.4. Waiver |
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Section 10. MISCELLANEOUS |
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10.1. Term; Termination |
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10.2. Indemnification |
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10.3. Additional Obligations |
28 | |
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10.4. LIMITATION OF LIABILITY |
28 | |
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10.5. Alteration/Waiver |
28 | |
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10.6. Severability |
28 | |
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10.7. One Loan |
28 | |
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10.8. No Merger or Novations |
29 | |
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10.9. Paragraph Titles |
29 | |
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10.10. Binding Effect; Assignment |
29 | |
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10.11. Obligations |
29 | |
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10.12. Notices; E-Business Acknowledgment |
29 | |
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10.13. Counterparts |
31 | |
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10.14. ATTACHMENT A MODIFICATIONS |
31 | |
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10.15. SUBMISSION AND CONSENT TO JURISDICTION AND CHOICE OF LAW |
31 | |
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10.16. JURY TRIAL WAIVER |
32 |
ii
AGREEMENT FOR INVENTORY FINANCING
This AGREEMENT FOR INVENTORY FINANCING (as amended, supplemented or otherwise modified from time to time, this ?Agreement?) is hereby made as of the 31st day of October, 2002 by and among IBM Credit Corporation, a corporation duly organized under the laws of the State of Delaware, with a place of business at 1500 RiverEdge Parkway, Atlanta, GA 30328 (?IBM Credit?), Merrimack Services Corporation a corporation, duly organized under the laws of the State of Delaware, with its principal place of business at 730 Milford Road, Merrimack, NH 03054 (?Merrimack?), GovConnection, Inc. a corporation, duly organized under the laws of the State of Maryland, with its principal place of business at 7503 Standish Place, Rockville, MD 20855 (?GovConnection?), and MoreDirect, Inc. a corporation, duly organized under the laws of the State of Florida, with its principal place of business at 7300 N. Federal Hwy., Suite 200, Boca Raton, FL 33487 (?MoreDirect?) (Merrimack, GovConnection and MoreDirect are referred to herein as a ?Customer? or, collectively, the ?Customers?) and PC Connection, Inc., a corporation, duly organized under the laws of the State of Delaware, with its principal place of business at 730 Milford Road, Merrimack, NH 03054 (?PC Connection?),. Notwithstanding the foregoing, and unless otherwise indicated, any obligation of a ?Customer? or ?Customers? herein shall be the joint and several obligation of Merrimack, GovConnection and MoreDirect.
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